Common use of No Other Representations and Warranties; Disclaimers Clause in Contracts

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to Parent, Merger Sub or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the consummation of the Merger and the other transactions contemplated hereby, including the accuracy, completeness or currency thereof, and neither the Company nor any other Person will have any liability to Parent, Merger Sub or any other Person in respect of such information, including any subsequent use of such information, except for any claim for damages for a breach of any representation or warranty made by the Company in this Article III relating to such information or in the case of fraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HealthSpring, Inc.), Agreement and Plan of Merger (Cigna Corp)

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No Other Representations and Warranties; Disclaimers. (ai) Except for the representations and warranties made by the Company Purchaser and Merger Sub in this Article IIISections 3.1 and 3.3, neither the Company Purchaser, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to the Company Purchaser or any of its Subsidiaries or their respective businesses, assets, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company each of Purchaser and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company Purchaser and Merger Sub in this Article IIISections 3.1 and 3.3, neither the Company Purchaser, Merger Sub nor any other Person makes or has made any representation or warranty to Parent, Merger Sub Company or any of their Affiliates its officers, directors, employees, Affiliates, investment bankers, financial advisors, attorneys, accountants or Representatives other representatives (collectively, “Representatives”) with respect to (iA) any financial projection, forecast, estimate, budget or prospect prospective information relating to the CompanyPurchaser, any of its Subsidiaries or their respective businesses or operations or (iiB) any oral or written information furnished or made available to Parent, Merger Sub Company or any of their Affiliates or its Representatives in the course of their its due diligence investigation of the CompanyPurchaser, the negotiation of this Agreement or in the course of the consummation of the Merger Merger, the Financing and the other transactions contemplated hereby, including the accuracy, completeness or currency thereof, and neither the Company Purchaser nor any other Person will have any liability to Parent, Merger Sub Company or any other Person in respect of such information, including any subsequent use of such information, except for any claim for damages for a breach of any representation or warranty made by the Company in this Article III relating to such information or in the case of fraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wellpoint, Inc), Agreement and Plan of Merger (Amerigroup Corp)

No Other Representations and Warranties; Disclaimers. (a) Except for the representations and warranties made by the Company Parent and Merger Sub in this Article IIIIV, neither the Company Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to the Company Parent or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company each of Parent and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company Parent and Merger Sub in this Article IIIIV, neither the Company Parent, Merger Sub nor any other Person makes or has made any representation or warranty to Parent, Merger Sub the Company or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the CompanyParent, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to Parent, Merger Sub the Company or any of their Affiliates or Representatives in the course of their due diligence investigation of the CompanyParent, the negotiation of this Agreement or in the course of the consummation of the Merger and the other transactions contemplated hereby, including the accuracy, completeness or currency thereof, and neither the Company Parent nor any other Person will have any liability to Parent, Merger Sub the Company or any other Person in respect of such information, including any subsequent use of such information, except for any claim for damages for a breach of any representation or warranty made by the Company Parent in this Article III IV relating to such information or in the case of fraud.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (HealthSpring, Inc.)

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No Other Representations and Warranties; Disclaimers. (ai) Except for the representations and warranties made by the Company Purchaser and Merger Sub in this Article IIISections 3.1 and 3.3, neither the Company Purchaser, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to the Company Purchaser or any of its Subsidiaries or their respective businesses, assets, operations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company each of Purchaser and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company Purchaser and Merger Sub in this Article IIISections 3.1 and 3.3, neither the Company Purchaser, Merger Sub nor any other Person makes or has made any representation or warranty to Parent, Merger Sub Company or any of their Affiliates its officers, directors, employees, Affiliates, investment bankers, financial advisors, attorneys, accountants or Representatives other representatives (collectively, "Representatives") with respect to (iA) any financial projection, forecast, estimate, budget or prospect prospective information relating to the CompanyPurchaser, any of its Subsidiaries or their respective businesses or operations or (iiB) any oral or written information furnished or made available to Parent, Merger Sub Company or any of their Affiliates or its Representatives in the course of their its due diligence investigation of the CompanyPurchaser, the negotiation of this Agreement or in the course of the consummation of the Merger Merger, the Financing and the other transactions contemplated hereby, including the accuracy, completeness or currency thereof, and neither the Company Purchaser nor any other Person will have any liability to Parent, Merger Sub Company or any other Person in respect of such information, including any subsequent use of such information, except for any claim for damages for a breach of any representation or warranty made by the Company in this Article III relating to such information or in the case of fraud.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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